UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 120, 2010

US Oncology Holdings, Inc.

US Oncology, Inc.

(Exact name of registrant as specified in its charter)

Delaware Delaware		333-126922 0-26190		2090 -~~0873619~~0222104 84-1213501
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

10101 Woodloch Forest

The Woodlands, Texas 77380

(Address of principal executive offices including zip code)

(281) 863-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240-14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

On ~~November 1~~ December 20, 2010, USthe ~~Oncology~~Antitrust ~~Holdings,~~Division ~~Inc.~~of (the ~~“Company”)~~Department ~~entered~~of ~~into~~Justice anand ~~Agreement~~the ~~and~~Federal ~~Plan~~Trade ofCommission ~~Merger~~granted (early termination of the ~~“Merger~~waiting ~~Agreement”)~~period ~~with~~under ~~McKesson~~the ~~Corporation (“McKesson”),~~Hart-Scott-Rodino ~~Utah~~Antitrust ~~Acquisition~~Improvements ~~Corporation,~~Act aof ~~wholly~~1976 ~~owned~~applicable ~~subsidiary~~to ofthe ~~McKesson~~proposed acquisition (the “~~Merger Sub~~Acquisition”), ~~and~~of ~~Utah~~US ~~Stockholders’~~Oncology ~~Agent LLC~~Holdings, asInc. ~~Stockholders’ Agent, providing for~~ (the ~~merger~~“Company”) ofby ~~Merger~~McKesson ~~Sub~~Corporation ~~with and into the Company~~ (~~the~~ “~~Merger~~McKesson”).

~~The~~On ~~Merger~~December 21, ~~Agreement~~2010, ~~provides~~the ~~for~~Supreme aCourt $2of the State of New York entered an Interim Order in the case Cancer Clinics of Excellence,~~160~~ LLC,~~000,000~~ ~~enterprise~~et ~~value~~al. ~~for~~v. ~~the~~McKesson ~~Company~~Corporation, et al., ~~The~~Index ~~equity~~No. 652124/10 ~~proceeds~~(N.Y. ~~will~~County), bewhich ~~determined~~among byother ~~subtracting~~things, ~~from~~enjoined ~~such~~and ~~enterprise~~restrained ~~value~~McKesson ~~indebtedness~~from ofconsummating the ~~Company,~~Acquisition ~~transaction~~pending ~~expenses~~an evidentiary hearing on January 10, ~~certain~~2011. The ~~change~~plaintiffs ofin ~~control~~this ~~and~~case ~~severance~~allege ~~related~~that ~~payments~~the toAcquisition ~~employees~~is in ~~and~~breach ~~certain~~of ~~tax~~an ~~benefits~~agreement ~~and~~between bythe ~~adding~~plaintiffs toand ~~such enterprise~~McKesson, ~~value~~and ahave ~~cash~~sought ~~credit~~an ~~amount~~injunction ofprohibiting ~~$198~~the Acquisition,~~900,000~~ as well as unspecified damages. McKesson ~~The~~has ~~equity~~informed ~~holders~~the ~~have~~Company ~~provided~~that ~~certain~~it ~~post~~intends ~~closing~~to ~~indemnification~~immediately ~~rights~~appeal this order to allow ~~McKesson~~for the Acquisition to close as soon as possible.

Consummation of the Merger is subject to customary conditions, including without limitation (i) the expiration or termination of applicable antitrust waiting periods, and (ii) the absence of any law, order or injunction prohibiting the Merger. Moreover, McKesson’s obligation to consummate the Merger is subject to certain other conditions, including without limitation (i) the accuracy of the Company’s representations and warranties (subject to a material adverse effect qualifier ), (ii) the Company’s compliance with its covenants and agreements contained in the Merger Agreement (subject to customary materiality qualifiers), (iii) no material adverse effect having occurred since December 31, 2009 and (iv) the Company having caused the delivery of redemption notices with respect to the Company’s outstanding public bonds.

Either the Company or McKesson may terminate the Merger Agreement if the Merger has not occurred by December 31, 2010, provided that either such party may extend such termination date to April 30, 2011 if the closing has not occurred due to the failure of any antitrust related waiting periods to have expired.

The representations, warranties and covenants of the Company contained in the Merger Agreement have been made solely for the benefit of McKesson and Merger Sub. In addition, such representations, warranties and covenants (a) have been made only for purposes of the Merger Agreement, (b) have been qualified by confidential disclosures made to McKesson and Merger Sub in connection with the Merger Agreement, (c) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (e) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the Company or its business. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement attached hereto as Exhibit 2.1, which is incorporated herein by reference.

Item 8.01 Other Events.

On November 1, 2010, the Company and McKesson issued a joint press release announcing the execution of the Merger Agreement.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
2.1		Agreement and Plan of Merger by and among McKesson Corporation, Utah Acquisition Corporation, US Oncology Holdings, Inc. and Utah Stockholders’ Agent LLC, as stockholders’ Agent dated November 1, 2010.
99.1		Press Release issued by US Oncology, Inc. and McKesson Corporation dated November 1, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 2, 2010

/s/ B. Scott Aitken

Date: December 22, 2010

/s/ David W. Young

B. Scott Aitken

Name David W. Young

Title Interim Chief Financial Officer

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